03/2016 UNITED STATES BANKRUPTCY COURT SOUTHERN DISTRICT OF NEW YORK ______________________________ : In re: : : : : : Debtors : : Case No. __________ Chapter 11 APPLICATION FOR AN ORDER APPOINTING [name of claims and noticing agent] AS CLAIMS AND NOTICING AGENT FOR THE DEBTORS PURSUANT TO 28 U.S.C. § 156(c), 11 U.S.C. § 105(a), AND S.D.N.Y. LBR 5075-1 The debtors and debtors in possession in the above-captioned cases (collectively, the "Debtors") hereby move for entry of an order, substantially in the form of Exhibit C hereto (the "Retention Order") pursuant to section 156(c) of title 28 of the United States Code and section 105(a) of title 11 of the United States Code, 11 U.S.C. §§ 101 et seq. (the "Bankruptcy Code"), appointing [name of claims and noticing agent] as claims and noticing agent ("Claims and Noticing Agent") in the Debtors' chapter 11 cases (the "Section 156(c) Application"). In support of the Section 156(c) Application, the Debtors respectfully represent as follows: JURISDICTION AND VENUE 1. The Court has jurisdiction over this matter under 28 U.S.C. §§ 157 and 1334. This is a core proceeding under 28 U.S.C. § 157(b). Venue is proper in this district under 28 U.S.C. §§ 1408 and 1409. RELIEF REQUESTED 2. This Section 156(c) Application is made pursuant to 28 U.S.C. § 156(c), section 105(a) American LegalNet, Inc. www.FormsWorkFlow.com of the Bankruptcy Code, and S.D.N.Y. LBR 5075-1for an order appointing Claims and Noticing Agent to act as the claims and noticing agent in order to assume full responsibility for the distribution of notices and the maintenance, processing and docketing of proofs of claim filed in the Debtors' chapter 11 cases. The Debtors' selection of Claims and Noticing Agent to act as the claims and noticing agent has satisfied the Court's Protocol for the Employment of Claims and Noticing Agents under 28 U.S.C. § 156(c), in that the Debtors have obtained and reviewed engagement proposals from at least two (2) other court-approved claims and noticing agents to ensure selection through a competitive process. Moreover, the Debtors submit, based on all engagement proposals obtained and reviewed, that Claims and Noticing Agent's rates are competitive and reasonable given Claims and Noticing Agent's quality of services and expertise. The terms of retention are set forth in the Engagement Agreement annexed hereto as Exhibit A (the "Engagement Agreement"); provided, however, that Claims and Noticing Agent is seeking approval solely of the terms and provisions as set forth in this Application and the proposed order attached hereto. 3. Although the Debtors have not yet filed their schedules of assets and liabilities, they anticipate that there will be in excess of [ ] entities to be noticed. In view of the number of anticipated claimants and the complexity of the Debtors' businesses, the Debtors submit that the appointment of a claims and noticing agent is both necessary and in the best interests of both the Debtors' estates and their creditors. American LegalNet, Inc. www.FormsWorkFlow.com 4. By appointing Claims and Noticing Agent as the claims and noticing agent in these chapter 11 cases, the distribution of notices and the processing of claims will be expedited, and the clerk's office will be relieved of the administrative burden of processing what may be an overwhelming number of claims. In support of this Section 156(c) Application, the Debtors submit the Claims and Noticing Agent's affidavit attached hereto as Exhibit B (the "Claims and Noticing Agent Affidavit"). 5. This Section 156(c) Application pertains only to the work to be performed by Claims and Noticing Agent under the Clerk's delegation of duties permitted by 28 U.S.C. § 156(c) and S.D.N.Y. LBR 5075-1, and any work to be performed by Claims and Noticing Agent outside of this scope is not covered by this Section 156(c) Application or by any Order granting approval hereof. Specifically, Claims and Noticing Agent will perform the following tasks in its role as claims and noticing agent (the "Claims and Noticing Services"), as well as all quality control relating thereto: (a) Prepare and serve required notices and documents in the chapter 11 cases in accordance with the Bankruptcy Code and the Federal Rules of Bankruptcy Procedure (the "Bankruptcy Rules") in the form and manner directed by the Debtors and/or the Court, including (i) notice of the commencement of the chapter 11 cases and the initial meeting of creditors under Bankruptcy Code § 341(a), (ii) notice of any claims bar date, (iii) notices of transfers of claims, (iv) notices of objections to claims and objections to transfers of claims, (v) notices of any hearings on a disclosure statement and confirmation of the Debtors' plan or plans of American LegalNet, Inc. www.FormsWorkFlow.com reorganization, including under Bankruptcy Rule 3017(d), (vi) notice of the effective date of any plan and (vii) all other notices, orders, pleadings, publications and other documents as the Debtors or Court may deem necessary or appropriate for an orderly administration of the chapter 11 cases. (b) Maintain an official copy of the Debtors' schedules of assets and liabilities and statement of financial affairs (collectively, "Schedules"), listing the Debtors' known creditors and the amounts owed thereto; (c) Maintain (i) a list of all potential creditors, equity holders and other parties-in-interest; and (ii) a "core" mailing list consisting of all parties described in sections 2002(i), (j) and (k) and those parties that have filed a notice of appearance pursuant to Bankruptcy Rule 9010; update said lists and make said lists available upon request by a party-in-interest or the Clerk; (d) Furnish a notice to all potential creditors of the last date for the filing of proofs of claim and a form for the filing of a proof of claim, after such notice and form are approved by this Court, and notify said potential creditors of the existence, amount and classification of their respective claims as set forth in the Schedules, which may be effected by inclusion of such information (or the lack thereof, in cases where the Schedules indicate no debt due to the subject party) on a customized proof of claim form provided to potential creditors; American LegalNet, Inc. www.FormsWorkFlow.com (e) Maintain a post office box or address for the purpose of receiving claims and returned mail, and process all mail received; (f) For all notices, motions, orders or other